The incidence of spontaneous testicular atrophy and its morphological changes during stage-specific spermatogenesis were investigated in male Sprague-Dawley rats at 10, 19, and 32 weeks of age. The incidence of testicular atrophy was 0.2%(2/90) 7.9%(9/114) and 10%(4/40) in 4, 13 and 26 weeks respectively. The epididymis with testicular atrophy had low sperm density. In the minimally affected tests scattered tubules showed complete depletion of germ cells without stage specificity. Testes with moderate to severe testicular atrophy showed seminiferous tubules lined with dense Sertoli cell population. While Leydig cells in the interstitium appeared hypertrophy they were immunohistochemically negative for proliferating cell nuclear antigen a marker of cell proliferation.